Great Pee Dee Bancorp, Inc.
901 Chesterfield Highway
Cheraw, South Carolina 29520
(843) 537-7656
September 8, 2006
Dear Stockholder:
You are cordially invited to attend the 2006 Annual Meeting of Stockholders of
Great Pee Dee Bancorp, Inc. (the "Company"), which will be held at the main
office of Sentry Bank & Trust (the "Bank"), 901 Chesterfield Highway, Cheraw,
South Carolina at 11:00 a.m. (South Carolina time) on Wednesday, October 11,
2006.
The enclosed Notice of Annual Meeting and Proxy Statement describe the formal
business to be transacted. During the Annual Meeting we will also report on the
operations of the Company and the Bank, the wholly owned subsidiary of the
Company. Directors and officers of the Company and the Bank will be present to
respond to any questions that stockholders may have. Also enclosed for your
review is our Annual Report to Stockholders, which contains detailed information
concerning the activities and operating performance of the Company.
The business to be conducted at the Annual Meeting consists of the election of
two directors and the ratification of the appointment of the independent
registered public accounting firm for the fiscal year ending June 30, 2007. The
Board of Directors of the Company has determined that the matters to be
considered at the Annual Meeting are in the best interest of the Company and its
stockholders, and the Board of Directors unanimously recommends a vote "FOR"
each matter to be considered.
On behalf of the Board of Directors, we urge you to sign, date and return the
enclosed proxy card as soon as possible even if you currently plan to attend the
Annual Meeting. This will not prevent you from voting in person, but will assure
that your vote is counted if you are unable to attend the Annual Meeting.
Sincerely,
/s/ John S. Long
John S. Long
President and Chief Executive Officer
Great Pee Dee Bancorp, Inc.
901 Chesterfield Highway
Cheraw, South Carolina 29520
(843) 537-7656
NOTICE OF
2006 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On October 11, 2006
Notice is hereby given that the Annual Meeting of Stockholders of Great Pee
Dee Bancorp, Inc. (the "Company") will be held at the main office of Sentry Bank
& Trust, 901 Chesterfield Highway, Cheraw, South Carolina, on Wednesday, October
11, 2006 at 11:00 a.m., South Carolina time.
A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed. The
Annual Meeting is for the purpose of considering and acting upon:
1. The election of two directors;
2. The ratification of Dixon Hughes PLLC as independent registered
public accounting firm for the fiscal year ending June 30, 2007; and
such other matters as may properly come before the Annual Meeting, or any
adjournments thereof. The Board of Directors is not aware of any other business
to come before the Annual Meeting.
Any action may be taken on the foregoing proposals at the Annual Meeting on
the date specified above, or on any date or dates to which the Annual Meeting
may be adjourned. Stockholders of record at the close of business on August 25,
2006, are the stockholders entitled to vote at the Annual Meeting, and any
adjournments thereof. A list of stockholders entitled to vote at the Annual
Meeting will be available at Sentry Bank & Trust, 901 Chesterfield Highway,
Cheraw, South Carolina for a period of ten days prior to the Annual Meeting and
will also be available for inspection at the meeting itself.
By Order of the Board of Directors
/s/ John M. Digby
John M. Digby
Secretary
Cheraw, South Carolina
September 8, 2006
- --------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE ANNUAL MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED WITHIN THE UNITED STATES.
- --------------------------------------------------------------------------------
Great Pee Dee Bancorp, Inc.
901 Chesterfield Highway
Cheraw, South Carolina 29520
(843) 537-7656
--------------------------------
PROXY STATEMENT
--------------------------------
ANNUAL MEETING OF STOCKHOLDERS
October 11, 2006
--------------------------------
SOLICITATION AND VOTING OF PROXIES
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Great Pee Dee Bancorp, Inc. (the
"Company") to be used at the Annual Meeting of Stockholders of the Company (the
"Annual Meeting"), which will be held at the main office of Sentry Bank & Trust
(the "Bank"), 901 Chesterfield Highway, Cheraw, South Carolina, on Wednesday,
October 11, 2006, at 11:00 a.m. (South Carolina time), and at all adjournments
of the Annual Meeting. The accompanying Notice of Annual Meeting of Stockholders
and this Proxy Statement are first being mailed to stockholders on or about
September 8, 2006.
Regardless of the number of shares of stock owned, it is important that
stockholders be represented by proxy or be present in person at the Annual
Meeting. Stockholders are requested to vote by completing the enclosed proxy
card and returning it, signed and dated, in the enclosed postage-paid envelope.
Stockholders are urged to indicate the way they wish to vote in the spaces
provided on the proxy card. Proxies solicited by the Board of Directors will be
voted in accordance with the directions given therein. Where no instructions are
indicated, signed proxies will be voted "FOR" the election of the nominees for
director named in this Proxy Statement and "FOR" the ratification of Dixon
Hughes PLLC as independent registered public accounting firm for the fiscal year
ending June 30, 2007.
The Board of Directors knows of no additional matters that will be
presented for consideration at the Annual Meeting. Execution of a proxy,
however, confers on the designated proxyholders discretionary authority to vote
the shares in accordance with their best judgment on such other business, if
any, that may properly come before the Annual Meeting or any adjournments
thereof.
Stockholders who execute proxies in the form solicited hereby retain the
right to revoke them in the manner described below. Unless so revoked, the
shares represented by such proxies will be voted at the Annual Meeting and all
adjournments thereof.
Proxies may be revoked at any time prior to exercise by sending written
notice of revocation to the Secretary of the Company, John M. Digby, at the
address of the Company shown on the cover page of this Proxy Statement, or by
delivering to the Company a duly executed proxy bearing a later date. The
presence at the Annual Meeting of any stockholder who had given a proxy shall
not revoke the proxy unless the stockholder delivers his or her ballot in person
at the Annual Meeting or delivers a written revocation to the Secretary of the
Company prior to the voting of such proxy. If you are a stockholder whose shares
are not registered in your own name, you will need appropriate documentation
from your record holder to vote personally at the Annual Meeting.
The cost of solicitation of proxies in the form enclosed herewith will be
borne by the Company. Proxies may also be solicited personally or by mail and
telephone by the Company's directors, officers and regular employees, without
additional compensation therefor. The Company will also request persons, firms
and corporations holding shares in their names, or in the name of their
nominees, which are beneficially owned by others, to send proxy material to and
obtain proxies from such beneficial owners, and will reimburse such holders for
their reasonable expenses in doing so.
VOTING SECURITIES
Holders of record of the Company's common stock, par value $0.01 per share
(the "Common Stock") as of the close of business on August 25, 2006 (the "Record
Date") are entitled to one vote for each share then held, except as described
below. As of the Record Date, the Company had 1,785,169 shares of Common Stock
issued and outstanding (excluding treasury shares). The presence, in person or
by proxy, of at least a majority of the total number of shares of Common Stock
outstanding and entitled to vote is necessary to constitute a quorum at the
Annual Meeting. In the event there are not sufficient votes for a quorum, or to
approve or ratify any matter being presented, at the time of the Annual Meeting,
the Annual Meeting may be adjourned in order to permit the further solicitation
of proxies.
In accordance with the provisions of the Company's Certificate of
Incorporation, record holders of Common Stock who beneficially own in excess of
10% of the outstanding shares of Common Stock (the "Limit") are not entitled to
any vote with respect to the shares held in excess of the Limit. The Company's
Certificate of Incorporation authorizes the Board of Directors to (i) make all
determinations necessary to implement and apply the Limit, including determining
whether persons or entities are acting in concert, and (ii) demand that any
person who is reasonably believed to beneficially own Common Stock in excess of
the Limit supply information to the Company to enable the Board of Directors to
implement and apply the Limit.
VOTING PROCEDURES AND METHOD OF COUNTING VOTES
As to the election of directors, the proxy card being provided by the Board
of Directors enables a stockholder to vote "FOR" the election of the two
nominees proposed by the Board of Directors, or to "WITHHOLD AUTHORITY" to vote
for the nominees being proposed. Under Delaware law and the Company's
Certificate of Incorporation and Bylaws, directors are elected by a plurality of
votes cast, without regard to either broker non-votes, or proxies as to which
authority to vote for the nominees being proposed is withheld.
As to the ratification of the appointment of the independent registered
public accounting firm, the proxy card being provided by the Board of Directors
enables a stockholder to check the appropriate box on the proxy card to (i) vote
"FOR," (ii) vote "AGAINST," or (iii) "ABSTAIN" from voting on such matter. The
affirmative vote of a majority of the votes cast at the Annual Meeting, in
person or by proxy, is required to constitute ratification by the stockholders.
Broker non-votes and shares as to which the "ABSTAIN" box has been selected will
not be counted as votes cast and will have no effect on the vote on the matter
presented.
Proxies solicited hereby will be returned to the Company, and will be
tabulated by an inspector of election designated by the Board of Directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Persons and groups who beneficially own in excess of 5% of the Common Stock
are required to file certain reports with the Company and with the Securities
and Exchange Commission (the "SEC") regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The following
table sets forth information regarding each person known to be the beneficial
owner of more than 5% of the Company's outstanding shares of Common Stock on the
Record Date.
Amount of Shares
Owned and Nature Percent of Shares
Name and Address of of Beneficial of Common Stock
Beneficial Owner Ownership Outstanding
------------------- ---------------- -----------------
The Great Pee Dee Bancorp, Inc. 163,617(1) 9.1%
Employee Stock Ownership Plan and Trust
901 Chesterfield Highway
Cheraw, South Carolina 29520
First Citizens Bancorporation of South Carolina, Inc. 119,000(2) 6.7%
1230 Main Street
Columbia, South Carolina 29201
Herbert W. Watts 125,143(3) 6.9%
24 Cedar Avenue
Cheraw, South Carolina 29520
- --------------------------------
(1) Under The Great Pee Dee Bancorp, Inc. Employee Stock Ownership Plan and
Trust (the "ESOP"), shares allocated to participants' accounts are voted in
accordance with the participants' directions. Unallocated shares held by
the ESOP are voted by the trustees in the manner calculated to most
accurately reflect the instructions they have received from the
participants regarding the allocated shares. As of the Record Date, 81,244
shares of Common Stock have been allocated to the accounts of employees
under the ESOP. The trustees of the ESOP are the non-employee directors of
the Company.
(2) Based on a Schedule 13D filed November 12, 1998.
(3) Includes 36,107 shares that may be acquired pursuant to presently
exercisable options, which are deemed to be beneficially owned by Mr.
Watts.
PROPOSAL 1--ELECTION OF DIRECTORS
Directors of the Company are generally elected to serve for a three-year
period and until their respective successors shall have been elected and shall
qualify. Two directors will be elected at the Annual Meeting, each to serve for
a three-year period and until a successor has been elected and qualified. The
Board of Directors has nominated William R. Butler and H. Malloy Evans, Jr. to
serve as directors, each of whom currently serves as a member of the Board of
Directors.
The table below sets forth certain information regarding the Company's
Board of Directors and nominees. It is intended that the proxies solicited on
behalf of the Board of Directors will be voted at the Annual Meeting for the
election of the nominees identified below (unless otherwise directed on the
proxy card). If a nominee is unable to serve, the shares represented by all such
proxies will be voted for the election of such substitute as the Board of
Directors may recommend. At this time, the Board of Directors knows of no reason
why the nominees might be unable to serve, if elected.
Term to Shares of
Positions Expire Following Common Stock
Held in the Fiscal Year Beneficially
Company and/or Director Ending Owned on Percent
Name Age(1) the Bank Since(2) June 30, Record Date(3) Of Class
----- ------ -------- -------- -------- -------------- --------
NOMINEES
William R. Butler 57 Director 1992 2009 75,043(4)(5)(6) 4.2%
H. Malloy Evans, Jr. 64 Director 2000 2009 28,979(4)(7) 1.6
DIRECTORS CONTINUING IN OFFICE
Henry P. Duvall, IV 75 Director 1964 2007 31,131(4)(8) 1.7
John S. Long 52 President, Chief 1998 2007 60,443(9)(10) 3.4
Executive Officer and Director
Robert M. Bennett, Jr. 52 Director 2001 2007 38,960(4)(11) 2.2
Herbert W. Watts 62 Director 1977 2008 125,143(12)(13) 6.9
James C. Crawford, III 50 Chairman 1992 2008 57,363(4)(14) 3.2
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
John M. Digby 60 Senior Vice President, Chief n/a n/a 5,193(15) *
Financial Officer and Secretary
Michael O. Blakeley 60 Senior Vice President n/a n/a 16,298(16) *
of the Bank
All Directors and Executive Officers 388,758(17) 21.8%
as a Group (9 persons)
- ------------------------------
* Less than 1%.
(1) As of June 30, 2006.
(2) Reflects initial appointment to the Board of Directors of the Company or
the Bank.
(3) Includes shares owned directly and indirectly.
(4) Includes 9,959 shares held by a deferred compensation plan for the benefit
of Messrs. Watts and Long, as to which all non-employee directors (other
than Mr. Watts) serve as trustees.
(5) Includes 22,000 shares owned by the Sentry Bank & Trust Foundation, as to
which Mr. Butler serves as director.
(6) Includes 9,109 options granted
pursuant to the Stock Option Plan, which are currently exercisable.
(7) Includes 12,621 options granted pursuant to the Stock Option Plan, which
are currently exercisable.
(8) Includes 7,092 options granted pursuant to
the Stock Option Plan, which are currently exercisable.
(9) Includes 26,169
options granted pursuant to the Stock Option Plan, which are currently
exercisable.
(10) Includes 2,651 shares held by a deferred compensation
plan.
(11) Includes 10,958 options granted pursuant to the Stock Option Plan, which
are currently exercisable.
(12) Includes 36,107 options granted pursuant to the Stock Option Plan, which
are currently exercisable.
(13) Includes 7,308 shares held by a deferred compensation plan.
(14) Includes 3,450 options granted pursuant to the Stock Option Plan, which
are currently exercisable.
(15) Includes 1,665 shares granted under the Company's 1998 Recognition and
Retention Plan, which are subject to future vesting but as to which voting
may be currently directed.
(footnotes continued on following page)
(16) Includes 8,727 options granted pursuant to the Stock Option Plan, which
options are currently exercisable.
(17) Includes 114,233 options granted pursuant to the Stock Option Plan, which
are currently exercisable. Excludes shares of Common Stock owned by the
Company's ESOP for the benefit of the employees of the Bank other than
executive officers. The ESOP Administrative Committee administers the ESOP.
Under the terms of the ESOP, shares of Common Stock allocated to the
account of employees are voted in accordance with the instructions of the
respective employees. Unallocated shares are voted by the ESOP trustees in
the manner calculated to most accurately reflect the instructions they have
received from the participants regarding the allocated shares, unless their
fiduciary duties require otherwise. As of the Record Date, the ESOP held
163,617 shares of Common Stock, of which 81,244 shares have been allocated,
including 42,518 shares allocated to the executive officers and included in
the above table. The trustees of the ESOP are directors of the Company.
Directors
The principal occupation during the past five years of each director and
executive officer of the Company and the Bank is set forth below. All of these
individuals have held their present positions for at least five years unless
otherwise stated.
Robert M. Bennett, Jr. is Vice President-Secretary of Bennett Motor
Company, a General Motors dealership located in Cheraw, South Carolina.
William R. Butler is the owner of P&H Pharmacy, a retail pharmacy located
in Cheraw, South Carolina. Mr. Butler is a licensed pharmacist.
James C. Crawford, III is the retired Chairman and Chief Executive Officer
of B.C. Moore and Sons, Inc., a department store chain.
Henry P. Duvall, IV is retired. Prior to his retirement, Mr. Duvall was the
President and Chief Executive Officer of Cheraw Hardware and Supply Company.
H. Malloy Evans, Jr. is the President of Cheraw Yarn Mill, Inc., a division
of Frontier Spinning where he has been employed since 1971. Mr. Evans is also a
past President of the American Yarn Spinners Association.
John S. Long became Vice President of the Bank in November 1997, Chief
Operating Officer in June 1998 and President in January 2003. Mr. Long became
Chief Executive Officer of the Bank in January 2004, Executive Vice President of
the Company in July 2004, and President and Chief Executive Officer of the
Company in January 2006. Prior to joining the Bank, Mr. Long was Senior Vice
President of The County Bank.
Herbert W. Watts served as the President and Chief Executive Officer of the
Company since its formation in 1997 until his retirement in December 2005. Mr.
Watts was President and Chief Executive Officer of the Bank from 1981 until
January 2003.
Executive Officers Who Are Not Directors
Michael O. Blakeley has been Senior Vice President of the Bank since May
2000 and serves as city executive of the Bank's office located in Florence,
South Carolina. Before joining the Bank, Mr. Blakeley served as the Vice
President and Senior Business Banker of the Pee Dee Region for Wachovia Bank.
John M. Digby was appointed Senior Vice President and Chief Financial
Officer of the Bank in June 2003 and Treasurer and Chief Financial Officer of
the Company in July 2004. Mr. Digby was elected Secretary of the Company and the
Bank in 2005. From 1998 until 2002, Mr. Digby served as the Chief Financial
Officer and Treasurer of First Capital Bank, located in Bennettsville, South
Carolina.
Independent Directors
The Board of Directors has determined that, except as to Messrs. Watts and
Long, each member of the Board is an "independent director" within the meaning
of the Nasdaq corporate governance listing standards. Mr. Long is not considered
independent because he is an executive officer of the Company. Mr. Watts is not
considered independent because of his previous position as an executive officer
of the Company.
Committees and Meetings of the Board of Directors
The business of the Company and the Bank is conducted through regular and
special meetings of the Board of Directors and its committees. The Board of
Directors of the Company met 22 times during fiscal 2006 and the Board of
Directors of the Bank met 21 times during fiscal 2006. No director attended
fewer than 75% of the total meetings held by the Board of Directors and the
committees on which such director served, with respect to each of the Company
and the Bank. The following is a discussion of certain committees of the Bank.
The Bank's Audit Committee functions as the audit committee of the Company, and
the Bank's Executive Committee functions as the personnel committee of the
Company.
Budget and Finance Investments Committee. The Budget and Finance
Investments Committee meets periodically to review the Company's investment
policies, and is authorized to make security investments on behalf of the
Company. The Budget and Finance Investments Committee is composed of Directors
Crawford, Evans, Long, and Watts and in the absence of a member, any one of the
other members of the Board of Directors may be substituted for the absent member
of the committee. During fiscal 2006, the Budget and Finance Investments
Committee met four times.
Audit Committee. The Audit Committee consists of Directors Butler, Bennett
and Crawford. Each member of the Audit Committee is considered "independent" as
defined in the Nasdaq corporate governance listing standards and under SEC Rule
10A-3. Each member of the Audit Committee has an understanding of the Company's
financial statements and is "financially literate." The Audit Committee has not
designated an audit committee financial expert because none of the "independent
directors," while financially literate, meet the more stringent requirements
necessary for designation as the financial expert. During fiscal 2006, the Audit
Committee held six meetings. The Audit Committee reports to the Board on its
activities and findings.
The duties and responsibilities of the Audit Committee include, among other
things:
o retaining, overseeing and evaluating a firm of independent registered
public accounting firm to audit the Company's annual financial
statements;
o approving all engagements for audit and non-audit services by the
independent registered public accounting firm;
o reviewing the financial statements and the audit report with
management and the independent registered public accounting firm;
o reviewing quarterly reports filed with the SEC;
o consulting with the internal audit staff and reviewing management's
administration of the system of internal accounting controls; and
o reviewing the adequacy of the audit committee charter.
Compensation Committee. The Executive Committee serves as the compensation
committee of the Board and consists of Directors Crawford, Evans and Watts.
However, in accordance with Nasdaq corporate governance listing standards, the
independent directors of the Board of Directors make compensation decisions with
respect to executive officers of the Company. The Executive Committee reviews
compensation, officer promotions, benefits and other matters of personnel policy
and practice. During fiscal 2006, this committee met seven times.
Nominating Committee. The non-employee members of the Board of Directors
(except for Mr. Watts) serve as the Nominating Committee. Each member of the
Nominating Committee is considered "independent" as defined in the Nasdaq
corporate governance listing standards. The non-employee members of the Board of
Directors met once in its capacity as the Nominating Committee during fiscal
2006. The Company's Board of Directors has adopted a written charter for the
Nominating Committee, which is available at the Company's website at
http://www.sentrybankandtrust.com.
The duties of the Nominating Committee include the following:
o evaluating current directors for nomination for re-election to
the Board of Directors;
o evaluating other potential candidates for nomination to be elected to
the Board of Directors;
o if applicable, evaluating and recommending to the Board of Directors
the persons who should be appointed to the Board of Directors; and
o reviewing and reassessing the adequacy of its charter annually and
recommending any proposed changes to the Board of Directors for
approval.
The Nominating Committee identifies nominees by first evaluating the
current members of the Board of Directors willing to continue in service.
Current members of the Board with skills and experience that are relevant to the
Company's business and who are willing to continue in service are first
considered for re-nomination, balancing the value of continuity of service by
existing members of the Board with that of obtaining a new perspective. If any
member of the Board does not wish to continue in service, or if the Nominating
Committee or the Board decides not to re-nominate a member for re-election, or
if the size of the Board is increased, the Committee would solicit suggestions
for director candidates from all Board members. In addition, the Committee is
authorized by its charter to engage a third party to assist in the
identification of director nominees. The Nominating Committee shall have sole
authority to approve related fees and retention terms. The Nominating Committee
may appoint a sub-committee (so long as such committee is composed solely of
independent directors) to assist the Nominating Committee in performing its
duties.
The Nominating Committee would seek to identify a candidate who at a
minimum satisfies the following criteria:
o has the highest personal and professional ethics and integrity and
whose values are compatible with the Company's;
o has had experiences and achievements that has given him or her the
ability to exercise and develop good business judgment;
o is willing to devote the necessary time to the work of the Board and
its committees, which includes being available for Board and committee
meetings;
o is involved in other activities or interests that do not create a
conflict with his or her responsibilities to the Company and its
stockholders; and
o has the capacity and desire to represent the balanced, best interests
of the stockholders of the Company as a group, and not primarily a
special interest group or constituency.
The Nominating Committee will also take into account whether a candidate
satisfies the criteria for "independence" under the Nasdaq corporate governance
listing standards.
Procedures for the Recommendation for Director Nominees by Stockholders.
The Nominating Committee has adopted procedures for the submission of
recommendations for director nominees by stockholders. If a determination is
made that an additional candidate is needed for the Board of Directors, the
Nominating Committee will consider candidates submitted by the Company's
stockholders. Stockholders can submit the names of qualified candidates for
director by writing to the Company's Corporate Secretary at 901 Chesterfield
Highway, Cheraw, South Carolina 29520. The Corporate Secretary must receive a
submission not less than ninety (90) days prior to the anniversary date of the
Company's proxy materials for the preceding year's annual meeting. The
submission must include the following information:
o a statement that the writer is a stockholder and is proposing a
candidate for consideration by the Nominating Committee;
o the name and address of the stockholder as they appear on the
Company's books, and number of shares of Common Stock that are owned
beneficially by such stockholder (if the stockholder is not a holder of
record, appropriate evidence of the stockholder's ownership will be
required);
o the name, address and contact information for the candidate, and the
number of shares of Common Stock that are owned by the candidate (if
the candidate is not a holder of record, appropriate evidence of the
stockholder's ownership should be provided);
o a statement of the candidate's business and educational experience;
o such other information regarding the candidate as would be required
to be included in the proxy statement pursuant to SEC Regulation 14A;
o a statement detailing any relationship between the candidate and the
Bank and the Company;
o a statement detailing any relationship between the candidate and
any customer, supplier or competitor of the Bank and the Company;
o detailed information about any relationship or understanding between
the proposing stockholder and the candidate; and
o a statement of the candidate that the candidate is willing to be
considered and willing to serve as a director if nominated and elected.
A nomination submitted by a stockholder for presentation by the stockholder
at an annual meeting of stockholders must comply with the procedural and
informational requirements described in the Company's Bylaws. See "Advance
Notice of Business to be Conducted at an Annual Meeting."
Stockholder Communications with the Board. A stockholder of the Company who
wants to communicate with the Board of Directors or with any individual director
can write to the Company at 901 Chesterfield Highway, Cheraw, South Carolina
29520, Attention: Corporate Secretary. The letter should indicate that the
author is a stockholder and, if shares are not held of record, should include
appropriate evidence of stock ownership.
Depending on the subject matter, the Corporate Secretary will:
o forward the communication to the director or directors to whom it is
addressed;
o attempt to handle the inquiry directly, or forward the communication
for response by another employee of the Company. For example, a request
for information about the Company or a stock-related matter may be
forwarded to the Company's stockholder relations officer; or
o not forward the communication if it is primarily commercial in nature
relates to an improper or irrelevant topic, or is unduly hostile,
threatening, illegal or otherwise inappropriate.
The Corporate Secretary shall make those communications that were not
forwarded known to the directors and available to the directors on request.
Code of Ethics
The Company has adopted a Code of Ethics (the "Code") that is applicable to
the officers, directors and employees of the Company, including the Company's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions. The Code is
available on the Company's website at http://www.sentrybankandtrust.com.
Amendments to and waivers from the Code will also be disclosed on the Company's
website.
Attendance at Annual Meetings of Stockholders
Although the Company does not have a formal written policy regarding
director attendance at annual meetings of stockholders, directors are requested
to attend these meetings absent unavoidable scheduling conflicts. All of the
Company's directors attended the prior fiscal year's annual meeting of
stockholders.
Audit Committee Report
In accordance with rules established by the SEC, the Audit Committee has
prepared the following report. The Board of Directors has adopted a written
charter for the Audit Committee, which is available on the Company's website at
http://www.sentrybankandtrust.com. A copy of this charter is also attached as
Appendix A to this Proxy Statement.
Management is responsible for the Company's internal controls and financial
reporting process. The independent registered public accounting firm is
responsible for performing an independent audit of the consolidated financial
statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States), and issuing a report thereon. The Audit
Committee's responsibility is to monitor and oversee these processes.
As part of its ongoing activities, the Audit Committee has:
o Reviewed and discussed with management the Company's audited
consolidated financial statements for the fiscal year ended
June 30, 2006;
o Discussed with the independent registered public accounting firm the
matters required to be discussed by Statement on Auditing Standards
No. 61, Communications with Audit Committees, as amended; and
o Received the written disclosures and the letter from the independent
registered public accounting firm required by Independence Standards
Board Standard No. 1, Independence Discussions with Audit Committees,
and has discussed with the independent registered public accounting
firm their independence.
Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited consolidated financial
statements be included in the Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 2006 and be filed with the SEC.
This report shall not be deemed incorporated by reference by any general
statement incorporating by reference this proxy statement into any filing under
the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934,
as amended, except to the extent that the Company specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
The Audit Committee
William R. Butler
Robert M. Bennett, Jr.
James C. Crawford, III
Director Compensation
The Bank pays a $850 monthly retainer to each of its directors, except for
the Chairman, who is paid a $1,750 monthly retainer. Each director is also paid
$150 for each meeting attended. The Company does not pay fees to its directors.
Directors are also eligible to participate in certain stock benefit plans and
have received awards of restricted stock and stock options. During fiscal 2006,
there were no grants of restricted stock or stock options to directors, other
than the grant of reload options in connection with the exercise of previously
owned stock options.
Executive Compensation
The following table sets forth certain information as to the compensation
paid to the President and Chief Executive Officer of the Company, and the former
President and Chief Executive Officer of the Company (the "Named Executive
Officers") for the three fiscal years ended June 30, 2006. No other officer of
the Company earned $100,000 in salary and bonus for the 2006 fiscal year.
========================================================================================================================
Summary Compensation Table
- ------------------------------------------------------------------------------------------------------------------------
Long-Term Compensation
Annual Compensation Awards
- ------------------------------------------------------------------------------- ------------------------
Other Restricted
Annual Stock Options/ All Other
Name and Principal Fiscal Compensation Award SARs Compensation
Position Year Salary($) Bonus($) ($)(1) ($) (#)(2) ($)(3)
- ------------------------------------------------------------------------------------------------------------------------
John S. Long, President, 2006 130,000 30,000 21,997 -- -- 32,132
Chief Executive Officer 2005 121,000 18,500 22,440 -- 7,121 56,979
and Director 2004 111,506 18,500 32,930 -- 10,734 46,969
Herbert W. Watts, 2006 54,712 6,250 41,887 -- -- 37,225
Retired President, Chief 2005 100,000 12,500 20,775 -- 10,903 137,193
Executive Officer and 2004 97,512 12,500 32,921 -- 20,667 58,765
Director (4)
========================================================================================================================
(1) Consists of director's fees and deferred compensation.
(2) Represents reload options received upon the exercise of stock options when
previously-owned shares of common stock were utilized to pay the option
exercise price.
(3) Represents the market value at June 30 of shares allocated to the
executive's account under the ESOP during the respective fiscal year and
the exercise of non-incentive stock options.
(4) Mr. Watts retired on December 31, 2005.
Employment Agreements. The Bank has entered into an employment agreement
with Mr. Long that provides for a term of thirty-six months. On each anniversary
date, the agreement may be extended for an additional twelve months, so that the
remaining term shall be thirty-six months. If the agreement is not renewed, the
agreement will expire thirty-six months following the anniversary date. The
current base salary for Mr. Long is $155,000. The base salary may be increased
but not decreased. In addition to the base salary, the agreement provides for,
among other things, participation in stock benefit plans and other employee and
fringe benefits applicable to executive personnel. The agreement provides for
termination by the Bank for cause at any time. In the event the Bank terminates
the executive's employment for reasons other than for cause, or in the event of
the executive's resignation from the Bank upon (i) failure to re-elect the
executive to his current offices, (ii) a material change in the executive's
functions, duties or responsibilities, or relocation of his principal place of
employment by more than thirty (30) miles, (iii) liquidation or dissolution of
the Bank, or (iv) a breach of the agreement by the Bank, the executive, or in
the event of death, his beneficiary, would be entitled to a severance payment in
an amount equal to three times the annual rate of base salary (which includes
any salary deferred at the election or Mr. Long) at the time of termination,
plus the highest annual cash bonus paid to him during the prior three years. The
Bank would also continue the executive's life, health, dental and disability
coverage for the remaining unexpired term of the agreement.
The executive's employment may be terminated upon his attainment of normal
retirement age (i.e., age 65) or in accordance with any retirement policy
established by the Bank (with executive's consent). Upon retirement, the
executive will be entitled to all benefits available to him under any retirement
or other benefit plan maintained by the Bank. In the event of the executive's
disability for a period of six months, the Bank may terminate the agreement
provided that the Bank will be obligated to pay the executive his base salary
for the remaining term of the agreement or one year, whichever is longer,
reduced by any benefits paid to the executive pursuant to any disability
insurance policy or similar arrangement maintained by the Bank. In the event of
the executive's death, the Bank will pay his base salary to his named
beneficiaries for one year following his death, and will also continue medical,
dental, and other benefits to his family for one year.
The employment agreement provides that, following termination of
employment, the executive will not compete with the Bank for a period of one
year, provided, however, that in the event of a termination in connection with a
change in control, the non-compete provisions will not apply.
Equity Compensation Plans. The Company does not have any equity
compensation program that was not approved by stockholders of the Company, other
than its ESOP. Set forth below is certain information as of June 30, 2006
regarding equity compensation plans that have been approved by stockholders of
the Company.
=====================================================================================================================
Number of securities to be Number of securities
Equity compensation plans issued upon exercise of Weighted average remaining available for
approved by stockholders outstanding options and rights exercise price issuance under plan
- ---------------------------------------------------------------------------------------------------------------------
Stock Option Plan 125,515 $15.70 7,234
- ---------------------------------------------------------------------------------------------------------------------
Recognition and Retention
Plan 0 Not Applicable 7,482
- ---------------------------------------------------------------------------------------------------------------------
2003 Long Term Incentive
Stock Plan 2,997(1) Not Applicable 79,388
- ---------------------------------------------------------------------------------------------------------------------
Total 128,512 $15.70 94,104
=====================================================================================================================
(1) Represents shares that have been granted but have not yet vested.
There were no options granted to or exercised by the Named Executive
Officers during fiscal 2006. Set forth below is certain information concerning
options outstanding to the Named Executive Offices at June 30, 2006.
=====================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
=====================================================================================================================
Value of Unexercised In-
Number of Unexercised The-Money Options at
Options at Year End Year End (1)
----------------------- ---------------------------
Shares Acquired Exercisable/Unexerciable Exercisable/Unexercisable
Name Upon Exercise Value Realized (#) ($)
- -------------------------- ----------------- ------------------ ------------------------- ---------------------------
John S. Long -- -- 26,169 / -- 36,091 / --
Herbert W. Watts -- -- 36,107 / -- 2,269 / --
=====================================================================================================================
(1) Equals the difference between the aggregate exercise price of such options
and the aggregate fair market value of the shares of Common Stock that
would be received upon exercise, assuming such exercise occurred on June
30, 2006, at which date the last trade price of the Common Stock as quoted
on the Nasdaq National Market was $15.25.
Transactions With Certain Related Persons
The Bank has a policy of offering to its directors and officers real estate
mortgage loans secured by their principal residence as well as other loans. All
of the loans to the directors and officers are made on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with the general public, and do not involve more
than minimal risk of collectibility. Loans to directors, executive officers and
their associates totaled $3,439,000 at June 30, 2006.
Section 16(a) Beneficial Ownership Reporting Compliance
The Common Stock is registered pursuant to Section 12(b) of the Securities
Exchange Act of 1934. The Executive Officers and Directors of the Company and
beneficial owners of greater than 10% of the outstanding shares of Common Stock
("10% beneficial owners") are required to file reports on Forms 3, 4 and 5 with
the SEC disclosing their beneficial ownership and changes in beneficial
ownership of the Common Stock. SEC rules require disclosure in the Proxy
Statement of the failure of an executive officer, director or 10% beneficial
owner of the common stock to file a Form 3, 4 or 5 as required. Based on the
Company's review of ownership reports required to be filed for the year ended
June 30, 2006, no Executive Officer, Director or 10% beneficial owner of the
Company's Common Stock failed to file ownership reports as required.
PROPOSAL 2--RATIFICATION OF THE APPOINTMENT OF THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Company's independent registered public accounting firm for the fiscal
year ended June 30, 2006 was Dixon Hughes PLLC. The Audit Committee of the Board
of Directors has reappointed Dixon Hughes PLLC to continue as the independent
registered public accounting firm of the Company for the fiscal year ending June
30, 2007, subject to ratification of such appointment by the stockholders. It is
expected that a representative of Dixon Hughes PLLC will attend the Annual
Meeting and will be given the opportunity to make a statement if they desire to
do so and will be available to respond to appropriate questions from
stockholders present at the Annual Meeting.
Stockholder ratification of the selection of Dixon Hughes PLLC is not
required by the Company's Bylaws or otherwise. However, the Board is submitting
the selection of the independent registered public accounting firm to the
stockholders for ratification as a matter of good corporate practice. If the
stockholders fail to ratify the selection of Dixon Hughes PLLC, the Audit
Committee will reconsider whether or not to retain that firm. Even if the
selection is ratified, the Audit Committee, in its discretion, may direct the
appointment of a different independent accounting firm at any time during the
year if it determines that such change is in the best interests of the Company
and its stockholders.
Set forth below is certain information concerning aggregate fees billed for
professional services rendered by Dixon Hughes PLLC during the fiscal years
ended June 30, 2006 and 2005.
Audit Fees. The aggregate fees billed and to be billed to the Company by
Dixon Hughes PLLC for professional services rendered by Dixon Hughes PLLC for
the audit of the Company's annual financial statements, review of the financial
statements included in the Company's Quarterly Reports on Form 10-QSB and
services that are normally provided by Dixon Hughes PLLC in connection with
statutory and regulatory filings and engagements were $81,147 and $74,371 during
the fiscal years ended June 30, 2006 and 2005, respectively.
Audit-Related Fees. The aggregate fees billed and to be billed to the
Company by Dixon Hughes PLLC for assurance and related services rendered by
Dixon Hughes PLLC that are reasonably related to the performance of the audit of
and review of the financial statements and that are not already reported in
"Audit Fees," above, were $1,700 and $4,130 during the fiscal years ended June
30, 2006 and 2005, respectively. The services for fiscal 2006 relate primarily
to consultation on training with respect to FAS 109. The services for fiscal
2005 relate primarily to consultation with respect to deferred loan fees, the
Company's rabbi trust and correspondence with the SEC.
Tax Fees. The aggregate fees billed and to be billed to the Company by
Dixon Hughes PLLC for professional services rendered by Dixon Hughes PLLC for
tax compliance, tax advice and tax planning were $10,300 and $8,613 during the
fiscal years ended June 30, 2006 and 2005, respectively. These services
primarily included the review of tax returns and quarterly tax estimate
computations.
All Other Fees. There were no fees billed to the Company by Dixon Hughes
PLLC during the fiscal years ended June 30, 2006 and 2005, respectively, that
are not described above.
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of
Independent Auditor
The Audit Committee's policy is to pre-approve all audit and non-audit
services provided by the independent registered public accounting firm. These
services may include audit services, audit-related services, tax services and
other services. Pre-approval is generally provided for up to one year and any
pre-approval is detailed as to particular service or category of services and is
generally subject to a specific budget. The Audit Committee has delegated
pre-approval authority to its Chairman when expedition of services is necessary.
The independent registered public accounting firm and management are required to
periodically report to the full Audit Committee regarding the extent of services
provided by the independent registered public accounting firm in accordance with
this pre-approval, and the fees for the services performed to date. For the
fiscal years ended June 30, 2006 and 2005, 100% of audit-related fees, tax fees
and all other fees were approved by the Audit Committee prior to engagement.
The Audit Committee has considered whether the provision of non-audit
services, which relate primarily to tax services rendered, is compatible with
maintaining Dixon Hughes PLLC's independence. The Audit Committee concluded that
performing such services does not affect Dixon Hughes PLLC's independence in
performing its function as auditor of the Company.
THE BOARD RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF
DIXON HUGHES PLLC AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING JUNE 30, 2007.
ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED
AT AN ANNUAL MEETING
The Bylaws of the Company provide an advance notice procedure for certain
business, or nominations to the Board of Directors, to be brought before an
annual meeting. In order for a stockholder to properly bring business before an
annual meeting, or to propose a nominee to the Board of Directors, the
stockholder must give written notice to the Secretary of the Company not less
than ninety (90) days before the date fixed for such meeting; provided, however,
that in the event that less than one hundred (100) days notice or prior public
disclosure of the date of the meeting is given or made, notice by the
stockholder to be timely must be received not later than the close of business
on the tenth day following the day on which such notice of the date of the
annual meeting was mailed or such public disclosure was made. The notice must
include the stockholder's name, record address and number of shares owned by the
stockholder; describe briefly the proposed business, the reasons for bringing
the business before the annual meeting, and any material interest of the
stockholder in the proposed business. In the case of nominations to the Board of
Directors, certain information regarding the nominee must be provided. Nothing
in this paragraph shall be deemed to require the Company to include in its proxy
statement and proxy relating to an annual meeting any stockholder proposal which
does not meet all of the requirements for inclusion established by the SEC in
effect at the time such proposal is received.
The date on which the 2007 Annual Meeting of Stockholders is expected to be
held is October 11, 2006. Accordingly, advance written notice of business or
nominations to the Board of Directors to be brought before the 2007 Annual
Meeting of Stockholders must be given to the Company no later than July 12,
2007.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy material for
next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's office, 901
Chesterfield Highway, Cheraw, South Carolina 29520, no later than May 11, 2007.
Any such proposals shall be subject to the requirements of the proxy rules
adopted under the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ John M. Digby
John M. Digby
Secretary
Cheraw, South Carolina
September 8, 2006
Appendix A
GREAT PEE DEE BANCORP, INC.
AUDIT COMMITTEE CHARTER
Purpose
The Audit Committee is appointed by the Board to oversee the accounting and
financial reporting processes of the Company and the audits of the financial
statements of the Company. The Audit Committee will assist the Board in
monitoring (1) the integrity of the financial statements of the Company, (2) the
independent auditor's qualifications and independence, (3) the performance of
the Company's internal audit function and independent auditors, and (4) such
other duties as may be assigned by the Board or required by law.
The Audit Committee shall prepare the report required by the rules of the
Securities and Exchange Commission (the "Commission") to be included in the
Company's annual proxy statement.
Committee Membership
The Audit Committee shall consist of no fewer than three members. The members of
the Audit Committee shall meet the independence and skill requirements of the
National Association of Securities Dealers (the "NASD"), Section 10A(m)(3) of
the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and
regulations of the Commission. Either (i) at least one member of the Audit
Committee shall be an Audit Committee Financial Expert as defined by the
Commission, or (ii) if required by Commission rules, the Company must disclose
the lack of an Audit Committee Financial Expert in its annual meeting proxy
materials. Audit committee members shall not simultaneously serve on the audit
committees of more than two other public companies.
Meetings
The Audit Committee shall meet as often as it determines, but not less
frequently than quarterly. The Audit Committee may meet periodically with
management, the internal auditors and the independent auditor in separate
executive sessions.
Committee Authority and Responsibilities
A. Registered Public Accounting Firms
The Audit Committee, in its capacity as a committee of the Board, is directly
responsible for the appointment, compensation, retention and oversight of the
work of any registered public accounting firm engaged for the purpose of
preparing or issuing an audit report or performing other audit, review or attest
services. The responsibility includes the resolution of disagreements between
management and the auditors regarding financial reporting. Each such registered
public accounting firm reports directly to the Audit Committee.
The Audit Committee shall preapprove all auditing services and permitted
non-audit services (including the fees and terms thereof) to be performed for
the Company by its independent auditor, subject to the de minimus exceptions for
non-audit services described in Section 10A (I)(1)(B) of the Exchange Act which
are approved by the Audit Committee prior to the completion of the audit.
B. Responsibilities Regarding Financial Statements and Disclosure Matters
1. Review and discuss with management and the independent auditor the
annual audited financial statements, including disclosures made in
management's discussion and analysis, and recommend to the Board
whether the audited financial statements should be included in the
Company's Form 10-K and filed with the SEC.
2. In connection with the annual audited financial statements, review and
discuss with the independent auditors:
A-1
(a) All critical accounting policies and practices to be used.
(b) All alternative treatments of financial information within
generally accepted accounting principals that have been
discussed with management, ramifications of the use of such
alternative disclosures and treatments, and the treatment
preferred by the independent auditor.
(c) Other material written communications between the independent
auditor and management such as any management letter or
schedule of unadjusted differences.
3. Review and discuss with management and the independent auditor the
Company's quarterly financial statements prior to the filing of its
Form 10-Q, including the results of the independent auditor's reviews
of the quarterly financial statements. The review may be accomplished
by one or more designated members of the Committee, or by the entire
Committee.
4. Discuss with management and the independent auditor significant
financial reporting issues and judgments made in connection with the
preparation of the Company's financial statements, including any
significant changes in the Company's selection or application of
accounting principles, any major issues as to the adequacy of the
Company's internal controls and any special steps adopted in light of
material control deficiencies.
5. Discuss with the independent auditor the matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the
conduct of the audit, including any difficulties encountered in the
course of the audit work, any restrictions on the scope of activities
or access to the requested information, and any significant
disagreements with management.
6. Review disclosures made to the Audit Committee by the Company's CEO and
CFO during their certification process for the Form 10-K and Form 10-Q
about any significant deficiencies in the design or operation of
internal controls or material weaknesses therein and any fraud
involving management or other employees who have a significant role in
the Company's internal controls.
C. Oversight of the Company's Relationship with the Independent Auditor
1. Evaluate the qualifications, performance and independence of the
independent auditor.
2. Ensure the rotation of the lead (or coordinating) audit partner having
primary responsibility for the audit and the audit partner responsible
for reviewing the audit as required by law.
3. Meet with the independent auditor prior to the audit to discuss the
planning and staffing of the audit.
4. Receive and review the written disclosures and the letter from the
independent auditors required by Independent Standards Board No. 1,
Independence Discussions with Audit Committees, and discussing with the
independent auditors their independence. Consider whether the provision
of permitted non-audit services is compatible with maintaining the
auditor's independence.
5. Recommend to the Board policies for the Company's hiring of employees
or former employees of the independent auditor who participated in any
capacity in the audit of the Company.
D. Oversight of the Internal Audit Function
The functions of the Internal Auditor and the Internal Audit Department are
under the direction of the Audit Committee. The Internal Auditor is hired by and
reports directly to the Audit Committee. Oversight duties include:
1. Reviewing and approving the audit plan, which shall include all
appropriate control and compliance matters;
A-2
2. Reviewing reports of internal auditors as well as management's
response;
3. Monitoring adherence to the audit plan;
4. Monitoring corrective action taken by management;
5. Monitoring corrective actions resulting from examination reports or
external audit reports as tracked by the Internal Audit Department; and
6. Reviewing the policies adopted by the Board of Directors governing the
Internal Audit Department and recommending modifications thereof if
indicated.
E. Fiduciary Audit Committee
The Audit committee shall serve as the Fiduciary Audit Committee with respect to
the Investment Management and Trust Department (the "Department") with
responsibility to:
1. Cause an audit of the Department to occur in accordance with applicable
regulatory requirements and policies established by the Board of
Directors to determine if the Department has been administered in
accordance with law, regulations and sound fiduciary principles,
including findings relative to the adequacy of accounting and
non-accounting internal controls;
2. Review the findings of the audit and of any reports of examination
conducted by applicable regulatory agencies including any adverse
findings, and monitoring corrective measures
3. Oversee the implementation of internal audit programs, including as
necessary the engagement of outside service providers to design and
conduct such audits and audit programs, receive the auditors reports,
and monitor corrective actions for any deficiencies noted; and
4. Report the findings of all audits and other matters to the Board of
Directors.
F. Compliance Oversight Responsibilities
1. Obtain from the independent auditor assurance the auditor has adhered
to the requirements of Section 10A(b) of the Exchange Act.
2. Establish procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls or auditing matters, and the confidential,
anonymous submission by employees of concerns regarding questionable
accounting or auditing matters.
3. Discuss with management and the independent auditor any correspondence
with regulators or governmental agencies and published reports that
raise material issues regarding the Company's financial statements or
accounting policies.
4. Review with management the Company's compliance with laws and
regulations.
Audit Committee Governance
The Audit Committee may form and delegate authority to subcommittees consisting
of one or more members when appropriate, including the authority to grant
preapprovals of audit and permitted non-audit services, provided that decisions
of such subcommittee to grant preapprovals shall be presented to the full Audit
Committee at its next scheduled meeting.
A-3
The Audit Committee shall have the authority, to the extent it deems necessary
or appropriate, to retain independent legal, accounting or other advisors. The
Company shall provide for appropriate funding, as determined by the Audit
Committee, for payment of compensation to the independent auditor for the
purpose of rendering or issuing an audit report and to any advisors employed by
the Audit Committee.
The Audit Committee shall make regular reports to the Board. The Audit Committee
shall review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Board for approval.
Limitation of Audit Committee's Role
While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements and disclosures are
complete and accurate and are in accordance with generally accepted accounting
principles and applicable rules and regulations. These are the responsibilities
of management and the independent auditor.
A-4
REVOCABLE PROXY
GREAT PEE DEE BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
October 11, 2006
The undersigned hereby appoints the proxy committee of the Board of
Directors of Great Pee Dee Bancorp, Inc. (the "Company"), with full powers of
substitution, to act as attorneys and proxies for the undersigned to vote all
shares of Common Stock of the Company that the undersigned is entitled to vote
at the 2006 Annual Meeting of Stockholders ("Meeting"), to be held at the main
offices of Sentry Bank & Trust, 901 Chesterfield Highway, Cheraw, South
Carolina, at 11:00 a.m., (South Carolina time) on Wednesday, October 11, 2006.
The proxy committee is authorized to cast all votes to which the undersigned is
entitled as follows:
FOR VOTE WITHHELD
----- -------------
1. The election as directors of the nominees [ ] [ ]
listed below (except as marked to the [ ] [ ]
contrary below) for a three-year term:
William R. Butler
H. Malloy Evans, Jr.
INSTRUCTION: To withhold your vote
for any individual nominee, mark
"Withheld" and write that nominee's name
on the space provided.
----------------------------------------
----------------------------------------
FOR AGAINST ABSTAIN
----- ------- -------
2. The ratification of the appointment [ ] [ ] [ ]
of Dixon Hughes PLLC as independent [ ] [ ] [ ]
registered public accounting firm for
the fiscal year ending June 30, 2007
The Board of Directors recommends a vote "FOR" each of the listed proposals.
- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED ABOVE. IF ANY OTHER
BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED BY THE
PROXY COMMITTEE. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER
BUSINESS TO BE PRESENTED AT THE MEETING.
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the Meeting of the stockholder's decision to terminate this proxy, then the
power of said attorneys and proxies shall be deemed terminated and of no further
force and effect. This proxy may also be revoked by sending written notice to
the Secretary of the Company at the address set forth on the Notice of Annual
Meeting of Stockholders, or by the filing of a later dated proxy statement prior
to a vote being taken on a particular proposal at the Meeting.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of notice of the Meeting; a proxy statement dated
September 8, 2006, and audited financial statements.
Dated: _________________, 2006 [ ] Check Box if You Plan to Attend Meeting
- ------------------------------ --------------------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- ------------------------------ --------------------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
- --------------------------------------------------------------------------------
Please complete and date this proxy and return it promptly
in the enclosed postage-prepaid envelope.
- --------------------------------------------------------------------------------